Research On Legal Protection Of Creditors Under Current Company Capital System

In December 2013, the company law of our country has carried on the large scale reform to the registered capital registration system, this reform has laid the foundation for the present company capital system’s birth. Compared with the prior to the reform of system of capital of a corporation, the current company capital system in the company the minimum amount of registered capital, registered capital of registration, verification procedures and the residence of the company registration occurred significant changes. The company capital system reform greatly reduced the threshold for the establishment of companies, the company received a greater degree of autonomy space, this is undoubtedly conducive to inspiring the enthusiasm of investors, to encourage entrepreneurship, but also very easy to connivance shareholders of commercial fraud, damage to the interests of the creditors, the market transaction security threatened.The purpose of this research is under the background of the current system of corporate capital, by means of the law of creditor in the transaction of risk prevention,explore measures to improve the legal protection of the interests of creditors, and ultimately achieve balance the efficiency of market transactions and the security of market transaction.The article mainly adopts the legal analysis, comparative analysis method, through to different types of company capital system were compared, summed up the current corporate capital system will enable the various risks faced by the protection of the interests of creditors, at last the author make a series of corresponding proposals for protection from the legal point of view.This thesis consists of three parts: introduction, body and conclusion.The introduction part describes the research background and significance, domestic and foreign research status, research content and methods, the innovation and deficiencies of this paper.The main part consists of four chapters. The first chapter is mainly a brief introduction of of all kinds of company capital system mode, and three types of company capital system of legislative idea and the advantages and disadvantages of the comparative analysis of the current company’s capital system of our country still belongs to the type of the statutory capital system.The second chapter mainly analyzes the 1993 and 2005 and 2013 in our company capital system development changes, the current company capital system reform in theinterests of creditors influence larger content, and analyzes the reasons for the reform of our country’s company capital system, namely in the legislative idea change.The third chapter mainly focuses on the reform of the company’s capital system reform and the reform of the legislative idea, the analysis of the company’s capital system to make the creditors face the risk. Include: the minimum registered capital will cause the risk of paper company flooding, shell companies emerged; the shareholders of the investment period by the company’s articles of association autonomy will make the investment period agreed in a state of uncertainty the risk; the registered capital subscribed system implementation will produce that the company’s solvency is difficult to judge the company assets, and less capital three principles to guarantee the creditor’s right of public can be weakened risk; cancel the annual inspection system will make the creditors shareholders abusing independent corporate personality and The risk of the limited liability of shareholders.In the fourth chapter, we put forward a series of legal suggestions to construct and improve the protection of creditors in the current company capital system. First, the information content were clearly defined, believed to be involved in the operation and management of the company shareholders’ personal information should also be included in the scope of company information, and then suggest different entities to provide company information, establish the unified system of information publicity; second, based on the existing operating system exception list on the appropriate, to expand its scope of application; third, respectively, the main credit rating of objects and methods are described,concludes that the construction of the company’s credit rating mechanism and shareholder personal credit rating system; fourth, capital contribution of shareholders is an important part of the property of the company based on the recommendations should strengthen the legal liability of shareholder; finally, it includes classification from the company’s statutory reserve fund and perfect the system of disregard of corporate personality other suggestions.The conclusion part summarizes the full text.